General Terms and Conditions of Sale

1. Application of terms

1.1 These terms and conditions apply to each and every delivery/sale of Marine Fuels by Evrasia Bunker Asia Pte Ltd (hereinafter "Seller") to all parties purchasing the product (hereinafter "Buyer"), unless agreed in writing otherwise, and shall override any other terms or conditions, in any form, stipulated, incorporated or referred to by the Buyer, including any conditions as to the quality or fitness for any particular purpose whether expressed or implied. Each and every delivery/sale of Marine Fuels shall be confirmed by telex, fax or other writing from the Seller to the Buyer (hereinafter "Confirmation").

1.2 Marine Fuel is defined as commercial grades of bunker fuel oils and/ or gas oils and/ or distilled oil products and/or lubricating oils offered at the time and place of delivery by the Seller according to Russian official specifications.

2. Price

2.1 The prices quoted for any delivery are exclusive of taxes, duties, wharfage dues, related to the marine fuels which shall be for the Buyers account payable at the rate applicable to the actual date of delivery and are valid for only seven (7)days, two days prior and four days after the vessel's estimated lifting date as notified by the Buyer to Seller when requesting the quotation. After this period of six (6) days, Seller shall have the right to change the price. In the event of a change of the estimated lifting date outside the range of these six days the Buyer shall so notify Seller in written, the previous quotation shall lapse and Seller shall supply new quotation afresh. Prices are subject to a surcharge for deliveries of less than 25 metric tons at the rate specified by the Seller.

3. Grades and nominations

3.1 The Buyer only shall be responsible for the selection and acceptance the grade of the Marine Fuel to be delivered to the vessel. The quality of each grade of the Marine Fuel shall be the usual quality of that grade being sold by the Seller at the time and place of delivery. The Buyer shall have the sole responsibility for any determination of compatibility of the Marine Fuel purchased from Seller with marine fuel already on board of the vessel. There are no guarantees or warranties, express or implied, of merchantability, fitness or suitability of the Marine Fuel for any particular purpose or otherwise, which extends beyond this subsection.

3.2 The Buyer shall provide Seller at least four (4) days written notice (hereinafter "Nomination") of the delivery required exclusive of Saturdays, Sundays and holidays unless otherwise agreed by Seller, specifying the name of the vessel, the vessel's agents, the loading port, the estimated arrival date and the grades and quantities of Marine Fuels required. The nominated lifting date shall be within the last effective seven days range for which the Seller has supplied a quotation. The Buyer shall be liable for any expenses incurred by Seller resulting from the Buyer's representative failing to take delivery of or rejecting, in part or in full, any quantity duly ordered.

4. Notice to Port

4.1 The Buyer shall insure that either the Master of nominated vessel or vessel's agent give to the Seller's local office at least two (2) days notice, exclusive of Saturdays, Sundays and holidays, of the exact time and location at which delivery is required together with confirmation of the quantities of each grade of Marine Fuel ordered as may be required to make the necessary arrangements or secure any necessary permission from the local authorities to carry out the delivery. The Master or the vessel's agent shall give immediate notice to Seller of any delays of time of arrival. In case of failure to arrive at schedule date Seller will use its best efforts to reschedule Buyer's vessel but shall not be responsible for any attendant delays or for any damages resulting therefrom.

4.2 If any nomination is given by an agent for the Buyer hereunder, then such agent shall be independently liable, is if it were the principal, for the performance of all the obligations hereunder. Should the quantity requested locally exceed by ten percent (10%) the nominated quantity in any grade, Buyer shall give Seller written authorization to supply such increased quantity. However the written notification by the Buyer to the Seller delivery agent of an intention to take delivery of smaller quantities than originally nominated shall not absolve the Buyer's obligation to pay for the whole quantity duly ordered.

5. Delivery

5.1 The Buyer shall be responsible for providing safe reception for the full quantity of Marine Fuels ordered without incidental risk to the Buyer's or Seller's or its Suppliers property, servants or agents, direct negligence by the Seller servants or agents or failure of, or doted in, their equipment being solely excepted.

5.2 In the event that any vessel requiring delivery by barge, the Buyer shall (except in respect of any port for which it is specified in the Bunker Schedule that delivery by barge is the only method of delivery available) so notify Seller at the time of making the enquiry, on which Seller's quotation, as referred to above, is to be based. If the Buyer so notifies Seller after the date of Seller's quotation Seller undertaking to provide this service, shall be subject to the availability of the necessary facilities. Seller undertakes to provide this service only within normal harbor limits.

5.3 The nominated vessel shall provide a free side and steam if required to effect delivery and the Buyer shall pay Seller the amount due according to its current barging rates at the port concerned, together with any other charges incurred in connection with such barging, including but not limited to mooring and unmooring costs, port dues and demurrage.

5.4 Seller shall have the right to shift or require Buyer to shift vessel at load port alongside of one berth, form one berth to another or to anchorage.

5.5 In the event of any vessel requiring delivery by road vehicle, or rail tank car, the Buyer shall (except in respect of any port for which it is specified in the bunker schedule that delivery by road vehicle or rail tank car as the case may be is the only method of delivery available) so notify Seller at the time of making the enquiry on which Seller's quotation as referred to above, is to be based. If the Buyer so notifies Seller after the date of Seller's quotation, Seller undertaking to provide this service shall be subject to the availability of the necessary facilities.

5.6 Seller shall not be obliged to deliver over rail tracks or roadways, which in the opinion of Seller are unsafe for its vehicles. The Buyer shall provide safe and prompt passage for such vehicles between the public roadway or rail track and the actual point of unloading and shall take prompt delivery of the oil bunkers. The cost of any delay to Seller's vehicles, not caused by Seller shall be for the account of the Buyer. In the case of bulk deliveries by road vehicle or rail tank car additional charges incurred for the necessary provision of additional hose in the excess of that normally carried by road vehicle or rail tank car shall be born by the Buyer.

6. Extra charges

6.1 Work in connection with delivery outside normal working hours, or on public or dock holidays or Sundays or Saturdays or outside normal harbor limits shall be paid by the Buyer at the rates then applicable for such work in addition to the price.

7. Delays

7.1 Where a time of delivery is indicated, the obligation of Seller shall be to deliver as soon thereafter as is practicable having regard to congestion affecting Seller delivery facilities or the facilities of its suppliers or agents or to the prior commitment of bunkering barges or other delivery vehicles. If Buyer, its agents, servants, vessel officers or vessel crew causes any delay to Seller's facilities in effectuating deliveries of Marine Fuels, Buyer shall pay demurrage to Seller at Seller's established rates and reimburse Seller for any and all other expenses in connection therewith.

8. Holidays

8.1 Where agreements with employee's organizations apply, Seller shall not be liable for inability, as a consequence to deliver on public, customary or dock holidays.

9. Quantity and Quality Determinations, Claims

9.1 The quantity of Marine Fuel delivered shall be determined from the official gauge or meter of the barge or tank truck effecting delivery, or from the gauge or meter of the shore tank of oil terminal storage facilities. Seller's measurement of quantity shall be accepted as conclusive of the amount delivered, but the Buyer is at liberty to be represented at the measuring.

9.2 With respect to the quality of the Marine Fuel supplied, the Seller shall draw a sample(s) at the time of pumping in accordance with the customary method at the port of supply. The Seller's sample(s) shall be conclusively deemed to be representative of the quality of the Marine Fuel delivered to the Buyer's vessel. In the event of claim by the Buyer, the sample(s) shall be tested and analyzed by an independent surveyor whose results shall be conclusive and binding on both Buyer and Seller.

9.3 The Buyer shall be deemed to have waived any claim against the Seller relating to the quantity or quality of any Marine Fuel delivered hereunder, unless the Buyer's claim submitted by written notice to the Seller in writing within seven (7) days of the date of the delivery in question. There shall be no liability unless there is a defect in the quality of the delivery in question and written notification of the extent of the claim supported with all evidence is received by Seller within 30 days of delivery failing which Buyer shall be deemed to have waived its claim against the Seller.

10. Documents

10.1 On completion of the delivery of Marine Fuel to a vessel or truck, the Master of the vessel or the Buyer's accredited representative shall give the Seller a signed delivery receipt and all necessary by local authorities documents therefore in form required by the Seller.

11. Risk and Property

11.1 Risk and property in each petroleum product supplied shall pass to the buyer as a product passes the vessel's permanent hose connection or (in the case of delivery in drum) shore warehouse. In the event that Seller agrees to deliver product by road vehicle, or rail tank car to the Buyer's nominated vessel or road vehicle, risk and property shall pass to the Buyer as the product passes the permanent hose connection of the vessel or road vehicle.

12. Payment

12.1 The Buyer shall become liable to pay for Marine Fuel delivered immediately upon the Marine Fuel passing the Buyer's ship's rail or road vehicle tank. Payment for delivered Marine Fuel plus other charges shall be made in full (without discount, set-off, or deduction whatsoever) in U.S. Dollars to the Seller's account at the bank designated by the Seller. Payment shall be due and shall be made by means of telegraphic or electronic transfer against the Seller's fax commercial invoice on or before due date quoting Seller's invoice number, the Buyer's company and vessel names for the Seller's account. Notwithstanding any disputes regarding quality, quantity, or other matter, the Buyer must initially pay the full amount due, and any disputes shall be resolved between the Buyer and Seller after such payment has been made.

12.2 Unless otherwise agreed in writing, payment shall be made prior to delivery. The Seller is entitled to request security for payment and shall not be under any obligation or liability to make any delivery until either payment or security has been provided and the Seller's head office has been duly informed of the receipt of said payment or security.

12.3 When Marine Fuel is supplied on credit basis, full payment shall be received by the due date specified in the Seller's fax invoice. If, however, the Seller's bank is closed for business on the last day of the applicable credit period, payment shall be so made with value date at latest by the last day within such credit period when Seller's bank was open for business. The buyer shall notify (or instruct its bank to notify) Seller as soon as payment has been made, quoting the date at which payment was made, the amount, the name of the bank effecting payment and details of the invoiced to which the payment relates. Such notification shall be sent to Seller by fax or telex.

12.4 If the Buyer has not paid by the due date any amount due to Seller in respect of any other delivery of Marine Fuel by Seller to the Buyer, Seller in addition to and without prejudice to any other rights it may have, shall have the right:

(a) if the delivery hereunder has been made, notwithstanding the credit period referred to above, to notify the Buyer that the amount due, in respect of the delivery hereunder, is immediately due and payable whereupon it shall be so paid, and (b) If the delivery hereunder has not been made, to notify the Buyer of the termination of the contract for such delivery whereupon it shall so terminate.

12.5 The Seller's invoice (which may be sent by fax or telex) shall be based on fax or telex advice of the quantity delivered and of other charges if incurred, and payment made pursuant to above shall be subject to such subsequent adjustment as may be necessary on receipt by the Seller of further details or as may be agreed by the parties to be necessary after detailed checking of the invoice.

12.6 If the Buyer's credit is deemed by Seller to be impaired or unsatisfactory, Seller may (without prejudice to its other rights) require the Buyer at Seller's option either to pay cash before delivery or to provide security satisfactory to Seller. In the event of failure by the Buyer to comply with Seller's requirement, Seller shall have no obligation to make delivery and may terminate the contract on giving notice to that effect to the Buyer.

12.7 Without limitation to the foregoing of Seller's other rights under the contract or otherwise, Seller shall have the right to require, in respect of any payment made by the due date, the payment by the Buyer to Seller of interest thereon at 0.06% per day in US Dollars, such interest to run from the due date until the date payment is received by Seller's bank.

13. Health. Safety and the Environment

13.1 The Buyer shall provide its employees, users and customers with Material Safety Data Sheets (MSDS), or any other information relating to health, safety and environmental data, provided by Seller from time to time in connection with the Marine Fuels delivered hereunder. The Buyer shall be responsible for ensuring that its employees follow the recommendations relating to handling and use of the Marine Fuels delivered hereunder set out in the MSDS or the other information. The Buyer shall be responsible for ensuring that any obligations, requirements or recommendations in respect of health, safety and environment relating to the Marine Fuels delivered hereunder comply with the laws, statutes, regulations and directives in force in, or applying to territories, states, or other jurisdictions in or to which the Buyer sells the Marine Fuels delivered hereunder or to which they may ultimately be sold or delivered or in which they may be used.

13.2 The Buyer shall indemnify and keep indemnifying Seller against any liability claim or proceeding whatsoever arising out of or in connection with any failure whatsoever to comply with the obligations set out above. Compliance by the Buyer with the recommendations contained in the MSDS or the other information shall not excuse the Buyer from any other obligations or recommendations it is required or advised to comply with in relation to the Marine Fuels regulation or directives in any territory, state or jurisdiction, or from any liability arising out of its failure to comply with such obligations or recommendations. Seller shall not be responsible in any respect whatsoever for any loss, damage, or injury resulting from any hazards inherent in the nature of the Marine Fuels delivered hereunder.

13.3 In the event of any leakage spillage, overflow of bunkers causing or likely to cause pollution occurring at any stage of delivery the Marine Fuels, the Buyer shall promptly take such action as is reasonably necessary to remove the spilled Marine Fuels and to mitigate the effect of such spills, and immediately notify the appropriate governmental authorities. Failing prompt action, the Buyer authorizes the Seller to conduct such clean up on behalf of the Buyer at the Buyer's risk and expense. All expenses, claims, losses, damages, liabilities and penalties arising from such spills shall be borne by the party that caused the spill by negligent act or omission. If both parties have acted negligently, all expenses, claims, damages, liabilities and penalties shall be divided between the parties in accordance with the comparative degree of negligence. It shall be responsibility of the Master of the vessel to notify Seller of any special conditions, difficulties, peculiarities, deficiencies or defects with respect to the vessel or any part thereof which might adversely affect the delivery of Marine Fuels. The Seller has the right to refuse to deliver the Marine Fuels to the Buyer's vessel if it is probable that such delivery will result in adverse consequences of any kind whatsoever. The Buyer shall give to the Seller all documents and other information concerning any spill, or any program the prevention thereof, which are requested by the Seller, or required by laws or regulations applicable at the time and place where the Seller delivers Marine Fuel to the Buyer.

14. Force Majeure

14.1 In the case of extraordinary events which are beyond the control of the Seller and which are unforeseeable in spite of the necessary care and which do not allow the Seller, with due consideration of its other delivery of its other delivery obligations, to make contractual deliveries or which would allow the Seller to make such deliveries only at economically unreasonable conditions, Seller shall be entitled for the duration of such obstruction to restrict or discontinue the deliveries or - in case of prolonged obstruction - to withdraw from the contract or terminate it without notice.

15. Liability for obligations

15.1 If the delivery is contracted for by an agent or the Buyer on behalf of a principal or principals, disclosed or undisclosed, or by the Buyer on behalf of itself and as agent on behalf of another principal or principals disclosed or undisclosed, such agent or the Buyer, as the case may be, shall be jointly and severally liable with such principal or principals as the case may be, for the due and proper performance of the contract.

15.2 The Buyer shall indemnify Seller against any liability incurred by Seller in respect of the Buyer's failure to comply with applicable government or local regulations at the port, such as those related to fire, or in respect of any loss of bunkers or damage to any property caused by the Buyer's vessel during berthing, bunkering and un-bunkering.

15.3 Except as expressly provided in the contract the Seller shall not be liable for consequential indirect or special losses or special damages of any kind arising out of or in any way connected with the performance of or failure to perform the contract.

16. Assignment, Waiver and Buyers warranty

16.1 The Buyer shall not assign the contract or any of its rights and obligations hereunder. No waiver by either party of any provision of the contract shall be binding unless made expressly and expressly confirmed in writing. Further, any such waiver shall relate only to such a matter, non-compliance or breach as it expressly relates to and shall not apply to any subsequent or other matter noncompliance or breach.

16.2 The Buyer warrants that it has not, in connection with the contract, rolled upon any representations made by or on behalf of the Seller, but has rolled exclusively on its own knowledge and judgment.

17.Termination in the event of Liquidation

17.1 Notwithstanding anything to the contrary, Seller, without prejudice to its other rights, may, at its sole discretion, terminate the contract forthwith on notifying the Buyer either orally, confirming such a notification in writing or by notice in writing in the event that, a liquidator other than for the purpose of amalgamation or reconstruction, trustee in bankruptcy, receiver or receiver and manager is appointed in respect of the assets and/or undertaking of the Buyer or any of its associated companies, or the Buyer or any such associated company enters into an arrangement or composition with its creditors, or any similar appointment, arrangement or composition is made under any applicable law, or if the Seller has a reason to anticipate any such appointment, arrangement or composition.

18. Governing Law and Arbitration

18.1 The proper law of these General Terms and Conditions shall be English Law and any dispute arising thereunder shall except where otherwise herein provided be dealt exclusively by the Courts of London, save that Seller shall be entitled to bring proceedings against Buyer in the Courts of the jurisdiction where the Buyer resides or carries on business.

18.2 Nothing shall prevent the Seller from claiming against the vessel and/or the Marine Fuel delivered to a vessel In respect of outstanding payments under a contract for delivery of Marine Fuel.